2006
5.18
Notice of Partial Amendments to the Articles of Incorporation
Nippon Television Network Corporation
(Tokyo Stock Exchange 9404)
Nippon Television Network Corporation (the "Company") hereby notifies you that, at the board of directors' meeting held on May 18, 2006, the Company resolved to refer a proposal to make partial amendments to its Articles of Incorporation to the 73rd ordinary general meeting of shareholders scheduled to be held on June 29, 2006, as follows:
1. Purposes of Amendments to the Articles of Incorporation
(1)In accordance with the "Company Law" (Law No. 86 of 2005), the "Law for Maintenance, Etc. of Relevant Laws Relating to the Enforcement of the Company Law" (Law No. 87 of 2005), the "Company Law Enforcement Rules" (Ministry of Justice Ordinance No. 12 of 2006) and the "Company Accounting Rules" (Ministry of Justice Ordinance No. 13 of 2006) which were enforced on May 1, 2006, the Company is to make amendments to its Articles of Incorporation, as follows:
i) Provisions are newly established to provide for the rights that a shareholder holding shares less than one voting unit is entitled to exercise (Article 10 of the Proposed Amendment);
ii) Provisions are newly established to allow the disclosure of reference materials for general meetings of shareholders, etc. through the Internet (Article 20 of the Proposed Amendment);
iii) The number of proxies who act at general meetings of shareholders is specified to secure the efficient operation of such general meetings (Article 22, Paragraph 1 of the Proposed Amendment);
iv) Provisions are newly established to make it possible to make resolutions in written or electromagnetic form, so as to secure the flexible management/decision-making of the board of directors (Article 28, Paragraph 2 of the Proposed Amendment);
v) Provisions are added to include the matters deemed to be provided for in the Articles of Incorporation (Article 4, Article 7 and Article 13, Paragraph 1, of the Proposed Amendment); and
vi) In addition to the above, other adjustments to provisions, modifications of expressions and amendments to texts/wordings are made.
(2)In accordance with the "indirect restrictions on foreign funds" introduced as a result of the revisions to the Radio Law (Law No. 131 of 1950) and the Broadcast Law (Law No. 132 of 1950), the Company is to add a restriction on the description or record of foreign nationals and so forth on its shareholders' register (Article 12 of the Proposed Amendment).
(3)As to the gratis allotment of stock acquisition rights to be enforced as part of the defensive measures against takeover bids, the Company will make it possible to confirm its shareholders' intentions, as follows (Article 15 of the Proposed Amendment).
The board of directors of the Company believes it necessary and indispensable for the company to introduce defensive measures against takeover bids using the gratis allotment of stock acquisition rights, in order to prevent any undesirable takeover bids which may damage the company's corporate value/common interest of shareholders and thereby to secure and improve the company's corporate value/common interest of shareholders.
In this connection, the Company Law allows a company with a board of directors to make gratis allotment of stock acquisition rights only with a resolution of the board of directors (the main text of Article 278, Paragraph 3 of the Company Law). However, as for such gratis allotment of stock acquisition rights as part of defensive measures against takeover bids, the board of directors of the Company believes it desirable that (i) the Company should make such gratis allotment of stock acquisition rights through a resolution of a general meeting of shareholders, or (ii) a general meeting of shareholders should first determine certain applicable conditions by resolution and then entrust the gratis allotment of stock acquisition rights subject to such conditions to the board of directors, in order to proceed with the relevant steps not only with a resolution of the board of directors, but also with the consent of shareholders.
For this, the Company is to newly establish Article 15 of the Proposed Amendment as the underlying provisions for a resolution of a general meeting of shareholders as stated in (i) or (ii) above, in order to make it possible to make gratis allotment of stock acquisition rights by the method of (i) or (ii) above, pursuant to the proviso of Article 278, Paragraph 3 of the Company Law.
(Note) As for the "defensive measures against takeover bids" expected to be introduced by the Company, please refer to the "Introduction of Defensive Measures against Aggressive Acquisition of Shares in the Company (Defensive Measures against Takeover Bids)" released as of today (May 18, 2006).
(4)In order to clarify the managerial responsibilities of directors and to speedily cope with any fluctuations in managerial circumstances, the Company is to change the term of office of directors from two (2) years to one (1) year (Article 25 of the Proposed Amendment).
However, pursuant to the applicable terms of the Supplementary Provisions, the term of office of directors who were appointed at the 72nd ordinary general meeting of shareholders held on June 29, 2005 will expire at the close of the ordinary general meeting of shareholders to be held in 2007, notwithstanding the provisions of Article 25 of the Proposed Amendment.
(5)In accordance with the establishment of provisions for the method of making resolutions of the board of directors (Article 28 of the Proposed Amendment), the Company is to newly establish provisions for the method of making resolutions of the board of statutory auditors (Article 38 of the Proposed Amendment).
2.Detailed Amendments to the Articles of Incorporation
The proposed amendments to the Articles of Incorporation are as per the attached.
3. Future Schedules
| The scheduled date of the general meeting of shareholders to pass a resolution on such amendments to the Articles of Incorporation: | June 29, 2006 |
| The scheduled effective date of such amendments to the Articles of Incorporation: | June 29, 2006 |
[End of Notice]
| Current Article | Proposed Amendments |
| CHAPTER I. GENERAL PROVISIONS Article 1. Corporate Name The name of the Company shall be Nippon Terebi Hosomo Kabushiki Kaisha. In English, the Company shall be called Nippon Television Network Corporation. | CHAPTER I GENERAL PROVISIONS Article 1. Corporate Name |
| Article 2. Objectives and Purposes The objectives and purposes of the Company shall be to engage in the following businesses: (1) General broadcasting business based on the Broadcast Law and other similar broadcasting business; (2)Planning, producing and selling broadcast programs; (3) Developing, instructing on and selling broadcast-related technologies; (4)Telecommunications business based on the Telecommunications Business Law; (5)Broadcasting business on Telecommunications Services based on the Law Concerning Broadcast on Telecommunications Services; (6)Developing, instructing on and selling electronic computers, information and telecommunications device and operating technologies thereof; (7)Business related to informational services including collecting, processing and providing all forms of information; (8)Planning, producing, purchasing, selling, showing, distributing, importing and exporting movies; (9)Planning, producing, showing and mediating events such as entertainment, sport, music, theater, art, science, cultural performance and so forth, and managing education, public welfare and cultural businesses related to broadcasting business; (10) Planning, producing, replicating and selling all forms of software including images, sounds, text and so forth, and providing broadcast and communications services using these software; (11)Acquiring, transferring, licensing and any other managing business of intangible property including copyright, neighboring rights, industrial property and merchandising rights; (12)Operating and managing a library of phonograph records and films; (13)Developing and selling software related to computers; (14)Seeking and managing clients and analyzing and selling market research information related to broadcast and communications; (15) Mail order business using broadcast and communications services, and mediating and planning thereof; (16)Planning, issuing and selling publications; (17) Planning, consigning manufacturing of, selling and mediating services for character goods (to which images of persons and animals etc. with copyrights, emblems and distinct names and characters are attached); (18) Selling and mediating services for foods and beverages, daily necessities and miscellaneous goods, real flowers, sporting goods, clothing, bedclothes, toys, stationery, art objects, precious metals, clocks, home electrical appliances, automobiles, furniture, game machines, software for computer games and so forth; (19)Advertising agency business for broadcast, communications, newspapers and magazines and so forth; (20) Planning and producing advertising materials and product design; (21)Planning and producing set design, decoration, computer graphics and so forth with respect to broadcasting programs and cinema; (22)Operating and managing studios for audio and image recording; (23)Managing sport facilities, performance facilities for music, cinema and so forth, art museums, exhibition halls and parking areas; (24) Business related to scouting for and fostering singers, talents and actors; (25) Leasing facilities and equipment related to real estate and broadcast and communications business, and establishing rights of use thereof; (26) Building maintenance business; (27) Managing restaurants and distributing shops selling merchandise described in items 17 and 18 above; (28)Non-life insurance agency business and business related to soliciting life insurance; (29)Temporary employment agency business; and (30)Engaging in all other businesses related to the activities described in each item above. | Article 2. Objectives and Purposes (To be unchanged) |
| Article 3. Location of Head Office The Company shall have its head office in Minato-ku, Tokyo. | Article 3. Location of Head Office (To be unchanged) |
| (New Article) | Article 4. Corporate Bodies
|
| Article 4. Method of Public Notice All public notices made by the Company shall be published in the Yomiuri Shimbun. | Article 5. Method of Public Notice (To be unchanged) |
| CHAPTER II. SHARES | CHAPTER II. SHARES |
| Article 5. Number of Shares Authorized to be Issued The total number of shares authorized to be issued by the Company shall be one hundred million (100,000,000) shares. | Article 6. Total Number of Authorized Shares The total number of authorized shares by the Company shall be one hundred million (100,000,000) shares. |
| (New Article) | Article 7. Issuance of Share Certificates The Company shall issue share certificates representing its issued shares. |
| Article 6 Number of Shares of One Statutory Minimum Voting Unit The number of shares of one statutory minimum voting unit shall be ten (10) shares. | Article 8. Number of Shares Constituting One Voting Unit The number of shares constituting one voting unit shall be ten (10) shares. |
| Article 7. Non-issuance of Share Certificates of Shares Less Than One Statutory Minimum Voting Unit The share certificates pertaining to the shares of less than the number of shares of one statutory minimum voting unit (hereinafter referred to as “the shares less than one unit”) shall not be issued, except for the cases provided in the provisions of the Share Handling Regulations. | Article 9. Non-issuance of Share Certificates of Shares Less Than One Voting Unit Notwithstanding the provision of Article 7 of these Articles of Incorporation, the share certificates pertaining to the shares less than one voting unit shall not be issued, except for the cases provided in the provisions of the Share Handling Regulations. |
| (New Article) | Article 10. Rights pertaining to Shares Less Than One Voting Unit A shareholder of the Company (including a substantial shareholder, the same shall apply hereinafter) shall not have rights other than the rights mentioned below pertaining to shares less than one voting unit: (1)the rights described in the provisions of respective items of Article 189, Paragraph 2 of the Company Law; (2) the right to demand the Company purchase shares from such shareholders under Article 166, Paragraph 1 of the Company Law; and (3) the right to receive the allocation of shares or the share acquisition rights, proportionate to the shares the shareholder then owns, in the event the Company offers its shares or share acquisition rights. |
| Article 8. Acquisition of the Company’s Own Shares by Resolution of the Board of Directors The Company may purchase its own shares by resolution of the Board of Directors pursuant to the provisions of Article 211-3 Paragraph 1 Item 2 of the Commercial Code. | Article 11. Acquisition of the Company’s Own Shares The Company may acquire its own shares by such means as marketing and in accordance with a resolution of the Board of Directors pursuant to the provisions of Article 165 Paragraph 2 of the Company Law. |
| Article 9. Restriction on Description or Record of Foreign Nationals and so forth on Shareholders’ Register If, in case that the Company is requested to describe or record the name or address on the shareholders’ register by the following persons, accepting such request causes the total number of voting rights held by them to account for one-fifth (1/5) or more of the voting rights of the Company, the Company shall refuse to describe or record the name or address thereof on the shareholders’ register: (1) persons who do not have Japanese nationality; (2)foreign governments or representatives thereof; and (3)foreign companies or organizations. | Article 12. Restriction on Description or Record of Foreign Nationals and so forth on Shareholders’ Register If, in case where the Company is requested by the persons mentioned in the following items (1) through (4) (hereinafter referred to as “Foreign Nationals and so forth”) to describe or record such persons’ name or address on the shareholders’ register, accepting such request causes the total percentage of (ⅰ) the voting rights directly held by such persons mentioned in the following items (1) through (3), and (ⅱ) the voting rights prescribed by the Ministry of Internal Affairs and Communications Ordinance as being indirectly held by such persons mentioned in the following items (1) through (3) through the persons mentioned in the following item (4) to account for one-fifth (1/5) or more of the voting rights of the Company, the Company may refuse to describe or record the name or address of such Foreign Nationals and so forth on the shareholders’ register (including a substantial shareholder, the same shall apply hereinafter) in accordance with the provisions of the Broadcast Law: (1)persons who are not of Japanese nationality; (2) foreign governments or representatives thereof; (3)foreign companies or organizations; and (4) companies or organizations whose voting rights are directly held by each person mentioned in the preceding three items, at the same or a greater rate than that prescribed by the Ministry of Internal Affairs and Communications Ordinance. |
| Article 10. Transfer Agent The Company shall appoint a transfer agent in respect to shares. 2. The transfer agent and its handling office shall be determined by a resolution of the Board of Directors, and given public notice. 3.The shareholders’ register (including the substantial shareholders’ register, the same shall apply hereinafter) and the registry for loss of share certificates of the Company shall be kept at the handling office of the transfer agent. The Company shall cause the transfer agent to handle the business pertaining to shares, such as entry of a change of shareholders, registration of loss of share certificates, purchase of the shares less than one unit and so forth. The Company itself shall not handle the above matters directly. | Article 13. Shareholder Register Manager The Company shall appoint a shareholder register manager. 2. The shareholder register manager and its handling office shall be determined by a resolution of the Board of Directors, and given public notice. 3. The Company shall entrust the shareholder register manager with tasks such as (i) preparing the shareholders’ register, the registry for stock acquisition rights and the registry for loss of share certificates of the Company, (ii) maintaining the shareholders’ register, the registry for stock acquisition rights and the registry for loss of share certificates of the Company and (iii) other business concerning the shareholders’ register, the registry for stock acquisition rights and the registry for loss of share certificates of the Company. The Company, itself, shall not handle the above matters directly. |
| Article 11. The Provisions of the Share Handling Regulations Handling pertaining to the shares, such as the type of the share certificate issued by the Company, entry of a change of shareholders, purchase of the shares less than one unit and so forth, and charges thereof shall be governed by the Share Handling Regulations adopted by the Board of Directors as well as law and these Articles of Incorporation. | Article 14. The Provisions of the Share Handling Regulations (To be unchanged) |
| Article 12 Record Date The shareholders (including substantial shareholders, the same shall apply hereinafter) who have voting rights and whose names are described or recorded in the shareholders’ register as of the last day of each business year, shall be those who are entitled to exercise their voting rights at the ordinary general meeting of shareholders pertaining to the said business year. 2.In addition to these Articles of Incorporation, whenever necessary, the Company may determine, through a resolution of the Board of Directors, a record date by giving prior public notice thereof. | (To be deleted) |
| (New Article) | Article 15. Corporate Bodies to make decisions on gratis allotment of stock acquisition rights Matters concerning gratis allotment of stock acquisition rights shall be determined by (i) a resolution of a general meeting of shareholders or (ii) a resolution of the Board of Directors authorized in accordance with the resolution of a general meeting of shareholders, as well as a resolution of the Board of Directors. |
| CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS | CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS |
| Article 13. Convening of General Meetings of Shareholders An ordinary general meeting of shareholders shall be convened in June each year, and an extraordinary general meeting of shareholders may be convened whenever necessary. | Article 16 Convening of General Meetings of Shareholders (To be unchanged) |
| (New Article) | Article 17 Record Date of the Ordinary General Meeting of Shareholders The record date for the exercise of shareholders’ voting rights at the ordinary general meeting of shareholders shall be March 31 of each year. |
| Article 14. Authority to Convene General Meetings of Shareholders Except as otherwise provided by law, general meetings of shareholders shall be convened by the representative director previously determined by the Board of Directors. 2. If the representative director prescribed in the preceding paragraph is unable to act, another representative director, in accordance with the order previously determined by the Board of Directors, shall convene the meeting. | Article 18 Authority to Convene General Meetings of Shareholders (To be unchanged) |
| Article 15. Chairman of General Meetings of Shareholders A director previously determined by the Board of Directors shall preside as chairman at general meetings of shareholders. 2. If the director prescribed in the preceding paragraph is unable to act, another director, in accordance with the order previously determined by the Board of Directors, shall preside at the meeting. | Article 19 Chairman of General Meetings of Shareholders (To be unchanged) |
| (New Article) | Article 20. Internet disclosure of reference materials for General Meetings of Shareholders and the deemed provision of information to Shareholders In the event the Company discloses, through the Internet, information concerning matters to be described or indicated on reference materials for general meetings of shareholders, business reports, account documents and consolidated account documents at the time of the convening of the general meeting of shareholders, as prescribed by the Ministry of Justice Ordinance, such information shall be deemed to have been provided to shareholders. |
| Article 16. Resolutions of General Meetings of Shareholders Except as otherwise provided by law or these Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting. 2.Special resolutions prescribed by the provision of Article 343 of the Commercial Code of Japan shall be adopted by more than two-thirds (2/3) of the voting rights held by the shareholders present thereat who are entitled to more than one-third (1/3) of the voting rights held by all shareholders. | Article 21. Resolutions of General Meetings of Shareholders Except as otherwise provided by law or these Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to exercise their voting rights. 2.Resolutions prescribed by the provision of Article 309, Paragraph 2 of the Company Law shall be adopted by more than two-thirds (2/3) of the voting rights held by the shareholders present thereat who are entitled to more than one-third (1/3) of the voting rights held by all shareholders who are entitled to exercise their voting rights. |
| Article 17. Proxy Voting A shareholder may exercise his/her vote by proxy, entrusting such vote to a shareholder who has voting rights. 2. The shareholder or the proxy shall submit to the Company for each general meeting of shareholders attended a document evidencing his/her appointment as proxy. | Article 22. Proxy Voting (To be unchanged) |
| CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS | CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS |
| Article 18. Number of Directors The Company shall have eighteen (18) or less directors. | Article 23. Number of Directors (To be unchanged) |
| Article 19. Election of Directors Directors shall be elected at a general meeting of shareholders. 2.A resolution for the election of directors shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to more than one-third (1/3) of the voting rights held by all shareholders. 3. Cumulative voting shall not be used in electing directors. | Article 24. Election of Directors 2.A resolution for the election of directors shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to more than one-third (1/3) of the voting rights held by all shareholders who are entitled to exercise their voting rights. |
| Article 20. Term of Office of Directors The term of office of a director shall expire at the close of the ordinary general meeting of shareholders pertaining to the last settlement of accounts occurring within two (2) years after his/her assumption of office. | Article 25. Term of Office of Directors The term of office of a director shall expire at the close of the ordinary general meeting of shareholders pertaining to the last business year that ended within one (1) year of his/her election to office. |
| Article 21. Representative Director A director representing the Company shall be elected by a resolution of the Board of Directors. | Article 26 Representative Director The Board of Directors shall elect a representative director by its resolution. |
| Article 22. Notice of Meetings of Board of Directors A notice of the convocation of a meeting of the Board of Directors shall be dispatched to each director and statutory auditor at least three (3) days prior to the date of such meeting. However, in urgent need, the period of notice may be further shortened. 2.A meeting of the Board of Directors may be held without taking the requisite convocation procedure with the unanimous consent of the directors and statutory auditors. | Article 27 Notice of Meetings of Board of Directors (To be unchanged) |
| (New Article) | Article 28. Resolutions of Board of Directors With the presence of a majority of the directors who are entitled to vote on a subject matter for resolution of the Board of Directors, resolutions of Board of Directors shall be adopted by more than one-half (1/2) of the directors who are entitled to vote on such matter present at the meeting. 2. The Company shall deem a resolution of the Board of Directors to have been duly adopted, if the requirements under Article 370 of the Company Law are satisfied. |
| Article 23. Regulations of the Board of Directors In addition to law and these Articles of Incorporation, the matters concerning the Board of Directors shall be dealt with in accordance with the Regulations of the Board of Directors adopted by the Board of Directors. | Article 29. Regulations of the Board of Directors (To be unchanged) |
| Article 24. Chief Advisor(s) (Saiko-Komon), Advisor(s) (Komon) and General Counsel(s) (Sodan-yaku) The Company may have one or more Chief Advisor(s) (Saiko-Komon), Advisor(s) (Komon) and General Counsel(s) (Sodan-yaku) by a resolution of the Board of Directors. | Article 30. Chief Advisor(s) (Saiko-Komon), Advisor(s) (Komon) and General Counsel(s) (Sodan-yaku) (To be unchanged) |
| Article 25. Remuneration and Retirement Allowance The remuneration and retirement allowance of directors shall be determined by a resolution of the general meeting of shareholders. | Article 31. Remuneration, Etc. Remuneration, bonuses and other proprietary benefits provided by the Company provided as compensation for the duties (hereinafter referred to as “Remuneration, Etc.”) of directors shall be determined by a resolution of the general meeting of shareholders. |
| CHAPTER V. STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS | CHAPTER V. STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS |
| Article 26. Number of Statutory Auditors The Company shall have five (5) or less statutory auditors (kansayaku). | Article 32. Number of Statutory Auditors (To be unchanged) |
| Article 27. Election of Statutory Auditors The statutory auditors shall be elected at a general meeting of shareholders. 2. A resolution for the election of statutory auditors shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to more than one-third (1/3) of the voting rights held by all shareholders. | Article 33. Election of Statutory Auditors (To be unchanged) 2.A resolution for the election of statutory auditors shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to more than one-third (1/3) of the voting rights held by all shareholders who are entitled to exercise their voting rights. |
| Article 28. Term of Office of Statutory Auditors The term of office of a statutory auditor shall expire at the close of the ordinary general meeting of shareholders pertaining to the last settlement of accounts occurring within four (4) years after his/her assumption of office. 2. The term of office of a statutory auditor elected to fill a vacancy shall be the remaining term of office of the retired statutory auditor. | Article 34. Term of Office of Statutory Auditors The term of office of a statutory auditor shall expire at the close of the ordinary general meeting of shareholders pertaining to the last business year that ended within four (4) years of his/her election to office. 2.The term of office of a statutory auditor elected to fill a vacancy of the statutory auditor who retires from his/her office prior to the end of his/her term of office shall be the remaining term of office of the retired statutory auditor. |
| Article 29. Full-time Statutory AuditorsThe statutory auditors shall elect a full-time statutory auditor from among themselves. | Article 35. Full-time Statutory AuditorsThe Board of Statutory Auditors shall elect a full-time statutory auditor from among the members of the Board of Statutory Auditors. |
| Article 30. Supplemental Corporate Auditor A supplemental corporate auditor may be elected at ordinary general meetings of shareholders in advance, so as to prepare for the event where the number of corporate auditors becomes less than the required number of corporate auditors provided for in laws. | Article 36. Supplemental Corporate Auditor (To be unchanged) |
| 2. A resolution for the election of a supplemental corporate auditor in the preceding paragraph shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to more than one-third (1/3) of the voting rights held by all shareholders. | 2. A resolution for the election of a supplemental corporate auditor in the preceding paragraph shall be adopted by more than one-half (1/2) of the voting rights held by the shareholders present at the meeting who are entitled to more than one-third (1/3) of the voting rights held by all shareholders who are entitled to exercise their voting rights. |
| 3. In the case a supplemental corporate auditor elected as prescribed in Paragraph 1 assumes office, the term of his/her office shall be the remaining term of office of the retired corporate auditor. | 3. (To be unchanged) |
| 4. The effect of advance election prescribed in Paragraph 1 shall expire at the ordinary general meeting of shareholders which first occurs after the supplemental corporate auditor’s assumption of office. | 4. The effects pertaining to the resolution for the election of a supplemental corporate auditor prescribed in Paragraph 1 of this article shall expire at the start of the ordinary general meeting of shareholders that first occurs after the resolution. |
| Article 31. Notice of Meetings of Board of Statutory Auditors 2.A meeting of the Board of Statutory Auditors may be held without taking the requisite convocation procedure with the unanimous consent of the statutory auditors. | Article 37. Notice of Meetings of Board of Statutory Auditors (To be unchanged) |
| (New Article) | Article 38. Resolutions of Board of Statutory Auditors Except as otherwise provided by law, resolutions of a meeting of the Board of Statutory Auditors shall be adopted by more than one-half (1/2) of all the statutory auditors. |
| Article 32. Regulations of the Board of Statutory Auditors In addition to law and these Articles of Incorporation, the matters concerning the Board of Statutory Auditors shall be dealt with in accordance with the Regulations of the Board of Statutory Auditors adopted by the Board of Statutory Auditors. | Article 39. Regulations of the Board of Statutory Auditors (To be unchanged) |
| Article 33. Remuneration and Retirement Allowance The remuneration and retirement allowance of statutory auditors shall be determined by a resolution of the general meeting of shareholders. | Article 40. Remuneration, Etc. Remuneration, Etc. of statutory auditors shall be determined by a resolution of the general meeting of shareholders. |
| CHAPTER VI. ACCOUNTING | CHAPTER VI. ACCOUNTING |
| Article 34. Settlement Date of Accounts The settlement date of accounts of the Company shall be March 31 each year. | Article 41. Business Year The business year of the Company shall commence on April 1 each year and end on March 31 the following year. |
| Article 35. Dividends Dividends shall be paid to shareholders and registered pledgees whose names are described or recorded in the final shareholders’ register as of each settlement date. | Article 42. Record Date of Payment of Dividends The record date for the Company’s payment of year-end dividends shall be March 31 of each year. 2. In addition to the case prescribed in the immediately preceding paragraph, the Company may pay dividends by establishing a record date therefor. |
| Article 36. Interim Dividends The Company may, through a resolution of the Board of Directors, make a distribution of cash (interim dividends) to the shareholders and registered pledgees whose names are described or recorded in the final shareholders’ register as of September 30 each year pursuant to the provisions of Article 293-5 of the Commercial Code of Japan. | Article 43. Interim Dividends The Company may, through a resolution of the Board of Directors, pay interim dividends by establishing the record date for interim dividends as September 30 of each year. |
| Article 37. Statute of Limitation on Dividends In the event that dividends or interim dividends have not been received within three (3) years after the commencement date of payment of such dividends or interim dividends, the Company shall be released from its obligation to make such payment. | Article 44. Statute of Limitation on Dividends In the event dividends or interim dividends are to be paid in cash, if dividends or interim dividends have not been received within three (3) years from the commencement date of the payment of such dividends or interim dividends, the Company shall be released from its obligation to make such payment. |
| upplementary Provisions Notwithstanding the provision of Article 25 of these Articles of Incorporation, the term of the offices of directors who were elected at the Seventy-Second Ordinary General Meetings of Shareholders shall expire at the close of the ordinary general meeting held in 2007. |
